UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July ~~June 6~~16, 2025

_______________________________

Monarch Casino & Resort, Inc.

(Exact name of registrant as specified in its charter)


Nevada	0-22088	88-0300760
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

_______________________________

Nevada	0-22088	88-0300760
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


3800 South Virginia Street, Reno, Nevada		89502
(Address of principal executive offices)		(Zip Code)

3800 South Virginia Street

~~Registrant's telephone number~~Reno, ~~including~~Nevada ~~area code: (775) 335-4600~~89502

(Address of Principal Executive Offices) (Zip Code)

(775) 335-4600

(Registrant's telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report.)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Title of each class	Trading	Name of each exchange on which registered
Common Stock, $0.01 per value per share	MCRI	The Nasdaq Stock Market LLC (Nasdaq-GS)
Common Stock, $0.01 par value	MCRI	The Nasdaq Stock Market LLC (Nasdaq-GS)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

~~Item~~On ~~5.07~~July ~~Submission~~16, of2025, Monarch ~~Matters~~Casino to& Resort, Inc. (the Company) issued a ~~Vote~~press release announcing its financial results for the second quarter ended June 30, 2025. A copy of ~~Security~~the ~~Holders~~press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item ~~On June 6, 2025, Monarch Casino & Resort, Inc~~8. ~~(the "Company") held its Annual Meeting of Stockholders (the “Annual Meeting”)~~01. AOther ~~total of 16,260,458 shares, or 88~~Events.1%, of shares outstanding as of the record date of the Company's common stock were present or represented by proxy at the meeting. The results of stockholder voting on the two proposals presented were as follows:

~~Proposal~~On 1July 16, –2025, ~~Stockholders elected~~ the ~~following~~Company ~~two~~announced ~~directors~~a ~~nominated~~cash bydividend ~~the board~~ of ~~directors,~~$0.30 ~~each~~per toshare ~~serve until the 2027 annual meeting~~ of ~~stockholders~~its ~~and~~outstanding ~~until~~common ~~his~~stock, orpayable ~~her~~on ~~successor~~September is15, ~~elected and qualified~~2025, orto ~~until~~stockholders ~~such~~of ~~director's~~record ~~earlier~~on ~~death~~September 1, ~~resignation or removal~~2025.

Director Nominee	For	Against	Abstain	Broker Non-Vote
Bob Farahi	12,153,534	4,106,241	683	0
Yvette E. Landau	13,126,260	3,133,503	695	0

Item 9.01. Financial Statements and Exhibits.


99.1		Press Release dated July 16, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Proposal 2 – Stockholders approved, on a non-binding advisory basis, the executive compensation as disclosed in the 2024 proxy statement of the Company's named executive officers.~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Monarch Casino & Resort, Inc.


Date: July 16, 2025	By:	/s/ Edwin S. Koenig
		Edwin S. Koenig
		Chief Accounting Officer (Principal Financial and Accounting Officer and Duly Authorized Officer)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

9
	Monarch Casino and Resort, Inc.
Date: June 10, 2025	/s/ Edwin S. Koenig
	Edwin S. Koenig, Chief Accounting Officer
	(Principal Financial and Accounting Officer and Duly Authorized Officer)

Broker Non-Vote

Filing Compare · MONARCH CASINO & RESORT INC